UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934
Release No. 50234 / August 24, 2004

Admin. Proc. File No. 3-11596

SEC INSTITUTES ADMINISTRATIVE PROCEEDING AGAINST GRAHAM ANDREWS BASED ON ENTRY OF INJUNCTION

On August 24, 2004, the Commission issued an Order Instituting Administrative Proceeding Pursuant to Section 15(b)(6) of the Securities Exchange Act of 1934 against Graham Andrews, a resident of Monaco, based on a final judgment and injunction entered against him in Securities and Exchange Commission v. AbsoluteFuture.com, et al., Civ. Action No. 01-9058 (S.D.N.Y.) The Commission's complaint in that case alleged that Andrews, as president and CEO of AbsoluteFuture.com (AFTI), violated the anti-fraud, registration and reporting provisions of the federal securities laws by engaging, from July 1999 through April 2000, in a fraudulent scheme to manipulate the market and artificially inflate the price of AFTI stock. According to the complaint, during the relevant time period, AFTI was a penny stock that traded on the OTC Bulletin Board. The Commission's complaint also alleged that, in furtherance of the scheme, Andrews caused AFTI to issue false and misleading press releases, make false statements in its filings with the Commission and issue 4.1 million shares of unrestricted stock to promoters for use in manipulating the price of AFTI stock.

On July 28, 2004, the District Court for the Southern District of New York entered a final judgment of default against Andrews finding that Andrews violated Sections 5(a), 5(c) and 17(a) of the Securities Act of 1933 and Sections 10(b) and 13(a) of the Exchange Act and Rules 10b-5, 12b-20 and 13a-1 thereunder and permanently enjoining him from violating those provisions. The Court also ordered Andrews to disgorge proceeds of the fraud totaling $65,000 and pay prejudgment interest of $19,601.41 and a civil penalty. In addition, the Court barred Andrews from acting as an officer or director of any public company.

A hearing will be scheduled before an administrative law judge to determine whether the allegations contained in the Order are true, to provide Andrews an opportunity to dispute these allegations and to determine whether a penny stock bar is in the public interest.

The Order requires that the administrative law judge shall issue an initial decision no later than 210 days from the date of service of the Order, pursuant to Rule 360(a)(2) of the Commission's Rules of Practice.